August 15, 2000
Jim Schanzenbach DrugEmporium.com, Inc. 645 South Grant Street Columbus, OH 43206
Dear Jim,
On behalf of HealthCentral.com ("the Company"), I am pleased to offer you the position of Vice President of Engineering and CIO, reporting to Albert Greene, in connection with the closing of our acquisition. This offer is contingent and effective upon the closing of the acquisition. Speaking for myself, as well as the other members of the Company's management team, we are all very excited about your joining our HealthCentral.com team and we look forward to your future success in this position.
The terms of your new position with the Company are as follows:
1. Position.
--------
a. You will become a Vice President of Engineering and CIO of the Company, working out of the company's office in Emeryville, California.
b. You agree to the best of your ability and experience that you will at all times loyally and conscientiously perform all of the duties and obligation required of you and from you pursuant to the express and implicit terms hereof, and to the reasonable satisfaction of the Company. During the term of your employment, you further agree that you will devote all of your business time and attention to the business of the Company, the Company will be entitled to all of the benefits and profits arising from or incident to all such work services and advice, you will not render commercial or professional services of any nature to any person or organization, whether or not for compensation, without the prior written consent of the Company's Board of Directors, and you will not directly or indirectly engage or participate in any business that is competitive in any manner with the business of the Company. Nothing in this letter agreement will prevent you from accepting speaking or presentation engagements in exchange for honoraria or from serving on boards of charitable organizations, or from owning no more than one percent (1%) of the outstanding equity securities of a corporation whose stock is listed on a national stock exchange.
2. Start Date. Subject to fulfillment of any conditions imposed by this
---------- letter agreement, you will commence this new position with the Company on the date of the close of acquisition.
3. Proof of Right to Work. For purposes of federal immigration law, you
---------------------- will be required to provide to the Company documentary evidence of your identity and eligibility for employment in the United States. Such documentation must be provided to us within three (3) business days of your date of hire, or our employment relationship with you may be terminated.
4. Compensation.
------------
a. Base Salary. You will be paid a monthly salary of $16,250.00,
----------- equivalent to an annual salary of $195,000, which is subject to approval of the Compensation Committee of the Board of Directors of HealthCentral.com. Your salary will be payable in pursuant to the Company's regular payroll policy.
b. Bonus. You will be eligible for a bonus of up to 35% of your
----- annual salary, based on successful completion of milestone objectives mutually agreed upon by you and your manager.
c. Relocation Reimbursement. HealthCentral.com will reimburse actual
------------------------ moving expenses out of an allowance of $40,000. Expenses must be incurred no later than 90 days after the date of your move, with the exception of closing costs, commissions, and other expenses related to the sale of a home. Should you voluntarily terminate your employment with HealthCentral.com within eighteen (18) months of your start date you will be required to immediately repay all disbursements from this allowance to HealthCentral.com.
d. Annual Review. Your base salary will be reviewed on an annual
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